The Isle of Man A world leader in bitcoin Related industries

The financial regulator of the Isle of Man recently introduced changes to its policy governing the registration of companies in the cryptocurrency industry. The British Crown dependency in the Irish Sea is also tightening rules applicable to projects that conduct initial coin offerings (ICOs).

Changes have been made to the regulatory landscape on the Isle of Man in relation to digital currency businesses. On the 26 October 2015 the Isle of Man Government passed the Designated Businesses (Registration and Oversight) Act 2015 which brought digital and crypto currency businesses under regulation.

With the launch of the act the Isle of Man Government has introduced a registration process whereby any new companies operating in this space are required to register their business with the Isle of Man Financial Services Authority and comply with Anti-Money Laundering and Countering Terrorist Financing legislation (AML/CFT) and the Proceeds of Crime Act 2008. The registration process opened on the 9 November 2015 for all new companies.

Amendments to the Act To introduce a Substance Test For certain IOM Resident Companies Within relevant business sectors

This Order is made under section 115A of the Income Tax Act 1970 (“the Act”). It is made pursuant to the recommendations of the EU Code of Conduct Group on Business Taxation.

The Order amends the Act so as to introduce a substance test for certain Isle of Man resident companies that are within relevant business sectors.

The Order requires the submission of further information from a company in order for the Assessor to determine whether the company has substance in the Island.

A corporate taxpayer that is a resident company with income from a relevant sector is a “relevant sector company”.

Financial Authority Adopts Stricter Requirements

Substance Requirements Adequate Substance

Cryptocurrency companies filing for registration under the self-governing territory’s Designated Businesses Act 2015 will be required to meet two new criteria.

The updated policy states that companies must have at least two directors who are residents of the island. In addition, registered entities must be managed and controlled from the Isle of Man. The new rules are designed to improve the oversight of businesses involved in cryptocurrency-related activities.

The Isle of Man Financial Services Authority (IOMFSA) believes that companies that are managed outside its jurisdiction or those that do not maintain a sufficient presence in the territory pose an “unacceptably high risk” of illegal activities such as money laundering or terrorist financing.

For a relevant sector company (other than a pure equity holding company), to have adequate substance it must ensure that —

it is directed and managed in the Island;

there is an adequate number of qualified employees in the Island (whether or not employed by it or another person and whether on temporary or long-term contracts);

it has adequate expenditure proportionate to the level of activity carried on in the Island;

it has an adequate physical presence in the Island; and

it conducts core income-generating activity in the Island.

In this matter of Substance Requirements, you can count on TBA to help you with all you will be needing through its own local associates.

How long will an application take?

Once received the application will be processed in accordance with the Authority’s Licensing Procedure. The Authority’s current published service standard for processing an application, from receipt of the application form to a hearing by the Board, is 3 months. This standard applies to an application with which there are no major difficulties concerning the applicant or people connected with the applicant.

An application may take considerably longer than 3 months to process if it is incomplete or if there are issues in relation to the applicant or any of its key persons that require further investigation before a recommendation can be made to the Board of the Authority. To ensure your application is processed as quickly as possible, it is important that you arrange for all the necessary forms and documentation to be completed as accurately as possible and submitted in a timely manner.

During the processing of your application, two-way communication with the Authorisations Division is essential. This dialogue will allow the Authorisations Division to gain a better understanding of the business, which may also speed up the application process.

Initial Coin Offering (ICO)

International Coin Offerings (“ICOs”) are increasingly popular among start-up and other companies when raising capital. Investors participate in the fundraising by transferring fiat currencies or cryptocurrencies to the issuer in exchange for digital tokens (“Tokens”), representing a holder’s right of benefit or performance vis-à-vis the issuer. Tokens may also be used (exclusively) for payment to the issuing company for its services or products. Contrary to shares offered in a traditional initial public offering (“IPO”), Tokens typically do not represent ownership interests or dividend rights. ICO investors seek to directly benefit from the issuing company’s future business, while investors in IPOs tend to pursue a long-term interest in the value-creation of the IPO entity.

The underlying technology of the Tokens is based on blockchain which is maintained by a network of participants and computers. Utilizing cryptography to record transactions, blockchains process, verify and track the trade of the relevant virtual currency securely across independent network components.

Similarly to IPOs, the issuer can use the proceeds of the ICO to finance its business operations and future growth. In the event that Tokens are exchanged for other cryptocurrencies, the issuing company can exchange them for fiat currencies. As the features of Tokens issued in ICOs can vary widely, every Token has to be assessed individually. Tokens are typically tradable on virtual currency exchanges, creating a secondary Token market, which makes them fungible in the same way as shares.

Financial Regulation of ICO’s

ICOs are an innovative and appealing method for companies to raise capital. Although there is currently no specific ICO regulation in place, a diligent analysis of the regulatory framework is necessary to identify and ensure legal compliance with all applicable laws and regulations prior to launching an ICO.

Legal challenges arise especially if an ICO targets investors globally. Regardless of the Token structure, the issuing company needs to provide investors with sufficient and accurate information and disclose such information comprehensively and transparently to permit average investors to make a reasonable investment decision.

How TBA can Help You

Should you wish to register or consider the Isle of Man as the jurisdiction where to be registered for your Digital Currency Business, our Business Development Team will be ready and available to guide you all you’re your analysis and decision process.

Our experts will provide you all relevant information about the Isle of Man Advantages and Pricing, inclusive guidance on Initial Coin Offering (ICO) registration in the IOM, should you need.